Collision Commc'ns, Inc. v. Nokia Sols. & Networks OY
| Docket Number | Civil No. 20-cv-949-LM |
| Decision Date | 15 August 2023 |
| Citation | 687 F.Supp.3d 201,2023 DNH 100 |
| Parties | COLLISION COMMUNICATIONS, INC. v. NOKIA SOLUTIONS AND NETWORKS OY |
| Court | U.S. District Court — District of New Hampshire |
Brian Lebow, Cassandra B. Roth, Jolene L. Wang, Kevin J. Post, Matthew R. Shapiro, Steven Pepe, Yenis V. Argueta Guevara, Ropes & Gray LLP, New York, NY, Brooke Lois Lovett Shilo, Upton & Hatfield LLP, Concord, NH, Daniel V. Ward, Samuel L. Brenner, Ropes & Gray LLP, Boston, MA, James R. Batchelder, Ropes & Gray LLP, East Palo Alto, CA, Kathryn C. Thornton, Nicole S. L. Pobre, Ropes & Gray LLP, Washington, DC, Russell F. Hilliard, Upton & Hatfield LLP, Portsmouth, NH, for Collision Communications, Inc.
David Himelfarb, John M. Allen, McCarter & English LLP, Boston, MA, for Nokia Solutions and Networks OY.
Plaintiff Collision Communications, Inc., filed this suit against defendant Nokia Solutions and Networks OY alleging breach of contract, breach of the implied covenant of good faith and fair dealing, promissory estoppel, negligent and intentional misrepresentation, quantum meruit, and violation of the New Hampshire Consumer Protection Act, RSA 358-A. The dispute arises out of Collision and Nokia's negotiations toward a commercial technology partnership. Collision asserts that in June 2017 the parties formed a binding, $23 million oral contract for Nokia to use Collision's technology, which Nokia breached. Nokia contends that these discussions were merely preliminary and no binding agreement was ever reached.
Nokia moves for summary judgment (doc. no. 156) in its favor on all of Collision's claims. Collision objects. For the following reasons, Nokia's motion for summary judgment is granted as to Collision's claims for misrepresentation (Count IV) and violation of the New Hampshire Consumer Protection Act (Count VI). Nokia's motion is otherwise denied.
A movant is entitled to summary judgment where it "shows that there is no genuine dispute as to any material fact and [that it] is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). In reviewing the record, the court construes all facts and reasonable inferences in the light most favorable to the nonmovant. Bonner v. Triple-S Mgmt. Corp., 68 F.4th 677, 690 (1st Cir. 2023). Although the court draws all reasonable inferences in the nonmovant's favor, the court does not draw "unreasonable inferences" nor does it "credit bald assertions." Id.
Collision is a New Hampshire-based technology business. Collision was formed to develop a technology which improves cellular network performance, specifically in circumstances when many people attempt to use a cellular network at once in a small area.1 During the time period at issue, Collision employed approximately 20 people, primarily engineers.
Nokia is a large multinational business headquartered in Finland. Among other products, Nokia produces cellular base stations, which are devices used in conjunction with other technology to collect and disseminate cellular signals. Cellular network operators, such as Verizon, AT&T, and T-Mobile, use these base stations to provide cellular service to consumers. See doc. no. 156-9 at 2.
In late 2015, Collision and Nokia began discussing a potential collaboration, namely, an integration of Collision's technology into Nokia's base station. The goal of integrating Collision's technology with Nokia's base station was to improve the performance of Nokia's base station. The discussions for this collaboration occurred primarily between Collision principals Stan Fry and Jared Fry and Nokia's "M&A and Partner Ecosystem Manager"2 Francisco "Paco" Lopez Herrerias. Consistent with the parties' usage in their briefs and evidentiary submissions, the court refers to the main players by their first or common names - i.e., Stan, Jared, and Paco.
In late November 2016, after their initial discussions, Collision and Nokia entered a contract called the "Project Agreement." Under the Project Agreement, Nokia paid Collision $600,000 to evaluate whether Collision's technology could work with Nokia's base station. The purpose of the "Project Agreement," which is also referred to as the "proof of concept," was to show that the theoretical improvements promised by Collision's technology could be integrated into Nokia's base station and provide those improvements in real-world circumstances. By all accounts, this deal was successful: Collision's technology would likely work with Nokia's base station, and it was likely to deliver its theoretical improvements in real-world circumstances.
In April 2017, after the Project Agreement was completed, Collision and Nokia began discussing a contract to fully integrate Collision's technology into Nokia's base station, with a likely release of the integrated product for sale to third-party customers (such as Verizon, AT&T, or T-Mobile) in 2018. The parties' goal was to have the integrated product ready or nearly ready by February 2018 so that it could be announced at the Mobile World Congress, an annual event to be held that month. Jared stated in his affidavit that Mobile World Congress is the "most significant industry trade show," which made it "a significant opportunity for Nokia to market" the technology. Doc. no. 178-2 ¶ 22. Thus, it was important to both Nokia and Collision to have the integrated technology prepared by that time.
The proposed deal had two components: (1) Collision would integrate its technology with Nokia's base station in exchange for a fee known as a non-recurring engineering fee (sometimes referenced in the evidence as the "NRE fee"); and (2) Collision would license its technology to Nokia so that Nokia could sell base stations including Collision's technology to third-party customers.
In May 2017, Nokia authorized Paco to travel to New Hampshire to negotiate contract terms with Collision. Paco and Jared exchanged emails about the planned negotiation in New Hampshire. In the emails, Paco wrote that they would have a two-day discussion "hopefully with a verbal agreement in transfer costs and NRE fees, even if not signed on paper." Doc. no. 156-7 at 2. He added that he wanted "[a]t least to have the view from both sides and the 'handshake' on the potential conditions." Id. Jared responded and expressed concerns about the timeline for finalizing the agreement. He asked Paco to ensure that "the people you need to finalize any agreement are lined up in advance." Id. at 1.
Paco traveled to New Hampshire and met with Collision on May 16 and 17. Collision believed that Paco had the authority to negotiate and enter a contract with Collision on Nokia's behalf. During negotiations, Paco told Collision that Nokia had approved an offer up to $23 million - $3 million for the non-recurring engineering fee and $20 million for a license. Paco told Collision that "senior executives at Nokia had given him guidance and approval to extend that offer to Collision." Doc. no. 178-3 ¶ 15 (Stan Fry Aff.).
Collision, however, asked for $30 million. The parties did not reach an agreement during their May 16 and 17 meetings.
A few days later, on May 19, Collision proposed a $25 million deal to Paco, consisting of $3 million for the non-recurring engineering fee (the same amount communicated by Paco during the May 16 and 17 meetings) and $22 million for the license. Collision also asked to limit the license term to two years. Nokia rejected Collision's offer. Paco reiterated Nokia's $23 million proposal, with a perpetual license term.
On May 23, Collision decided to accept those terms despite having some reservations about them. For example, Collision was uncomfortable with a perpetual license. Collision believed that a five-year license term would be just as good as a perpetual term because the technology would likely be obsolete within five years in any event. Jared prepared a draft written contract agreement with a proposed five-year license term and sent the draft to Paco on May 30.
On June 1, Paco thanked Jared for the draft. Paco told Jared that he would review the contract with Nokia's internal procurement department and get back to him as soon as possible. Paco relayed to Jared that Nokia had held meetings about the deal and the "outcome is good," as the "LTE Business Line and Portfolio Management heads" accepted the proposal for a $20 million license fee. Doc. no. 156-18 at 1. Paco, however, told Jared that because the $23 million total value of the offer was "a bold number," he would have to "fund the case moving to higher layers . . . to release budget beyond [Nokia's] annual plan . . . ." Id. Paco identified Nokia mobile networks president Marc Rouanne and "possibly" Nokia chief executive officer Rajeev Suri as these "higher layers." Id. And he told Jared that he was "internally organizing many calls to get to that point to eventually [sign] the contract." Id. As of June 1, Jared understood that Paco would need approval to fund the deal from executives higher up in Nokia's organization.
On June 6, 2017, Jared and Paco spoke by telephone.3 During the call, Paco confirmed that he had internal approval for the $23 million offer, and Jared accepted the offer on Collision's behalf. Jared testified in his deposition that, during the call they agreed to a $20 million license fee with 60 percent paid up front and 40 percent paid in later installments; a $3 million non-recurring engineering fee paid up front; exclusivity for Nokia for one year; and a perpetual license term. They also agreed to other terms, such as the provision of ongoing product support, deliverables, and required performance benchmarks.
Jared testified...
To continue reading
Request your trial